Features

• A Word from the Banking Commissioner
• Amendments to Securities Act Effective October 1st
• Quarterly Statistical Summaries

Enforcement Highlights

• Administrative Actions and Settlements

Contributors

A WORD FROM THE BANKING COMMISSIONER

On July 1, 2005, Governor Rell signed into law An Act Updating and Revising the Connecticut Uniform Securities Act (Public Act 05-177). This issue of the Securities Bulletin features a summary of the amendments, all of which take effect on October 1, 2005. In addition to various technical changes, the amendments promote accountability for wrongdoing by extending administrative and civil remedies the agency may pursue to persons who materially aid in a violation or who control the violator and cause the violation.

In preparation for electronic filing of branch office registrations through the Central Registration Depository ("CRD"), the amendments also modify the definition of "branch office" in Section 36b-3(4) of the Connecticut Uniform Securities Act to mirror the model definition drafted by NASAA, the NASD and the NYSE. The anticipated launch date for electronic filing is October 2005. We hope to provide further guidance to registrants on transitional procedures and interpretative questions as the launch date approaches.

The department's annual Securities Forum is scheduled for October 11, 2005 at the Crown Plaza Hotel and Conference Center (formerly known as the Radisson Hotel) in Cromwell, Connecticut. Anticipated topics include preemption issues; anti-money laundering procedures; compliance issues for investment advisers; variable annuities; mediation; developments in hedge fund regulation; and private placements. The Securities Forum will also feature prominent speakers from the SEC and the NASD as well as agency staff. Watch our website for details on registration procedure. We hope to see you there.

As a cost-cutting measure, The Securities Division is exploring the possibility of using e-mail to a greater degree in the distribution of the Securities Bulletin. Details concerning the outcome of that evaluation will be available in a future Securities Bulletin issue. Readers are reminded that summaries of securities-related enforcement actions are published weekly in the agency's online News Bulletin (www.ct.gov/dob), that policy statements and orders are published to the web site shortly after being signed; and that the quarterly Securities Bulletin is also available for online viewing.

As always, we welcome your comments.

HIGHLIGHTS OF P.A. 05-177, AN ACT UPDATING AND REVISING THE CONNECTICUT UNIFORM SECURITIES ACT

On July 1, 2005, the Governor signed into law An Act Updating and Revising the Connecticut Uniform Securities Act (Public Act 05-177). The amendments take effect on October 1, 2005.

"Branch Office" Definition

The term "branch office" in Section 36b-3(4) of the Connecticut Uniform Securities Act ("CUSA") has been changed to mirror the model definition drafted by NASAA, the NASD and the NYSE to pave the way for electronic filing of branch office registrations through the Central Registration Depository ("CRD"). The anticipated launch date for electronic filing is October 2005. As amended, "branch office" means "any location, other than the main office, at which an agent or an investment adviser agent regularly conducts business on behalf of a broker-dealer or investment adviser or any location that is held out as such." Eight types of locations are excluded from the definition:

• A location established solely for customer service or back office type functions where no sales activities are conducted and that is not held out to the public as a branch office;
• A location that is the agent's or investment adviser agent's primary residence. To use this exclusion, several conditions must be met: 1) only agents or investment adviser agents who reside there and are members of the same immediate family may conduct business at the location; 2) the location cannot be held out to the public as an office, and the agent or investment adviser agent may not meet with customers at the location; 3) no customer funds or securities are handled at the location; 4) the agent or investment adviser agent is assigned to a designated branch office, and all business cards, stationery, advertisements and other public communications by the agent or investment adviser agent reflect the designated branch office; 5) the agent's or investment adviser agent's correspondence and communications with the public are subject to the supervision of the broker-dealer or investment adviser with whom the agent or investment adviser agent is associated; 6) electronic communications (including e-mail) are made through the broker- dealer's or investment adviser's electronic system; 7) all securities orders are entered through the designated branch or an electronic system established by a broker-dealer that is reviewable at the branch office; 8) the broker-dealer or investment adviser maintains written supervisory procedures concerning supervision of activities conducted at the residence; and 9) the broker-dealer or investment adviser maintains a list of the residence locations.
• Non-primary residence locations used for securities or investment advisory business for less than 30 business days in any one calendar year. The same conditions associated with the residential location exclusion apply here. "Business day" does not include a partial business days as long as the agent or investment adviser agent spends at least four hours on that day at the agent's or investment adviser agent's designated branch office during the hours that that office is normally open for business.
• An "office of convenience" that is not held out to the public as an office and where associated persons occasionally and exclusively by appointment meet with customers;
• Locations used primarily to engage in nonsecurities activities, and from where the agent or investment adviser agents effects no more than 25 securities transactions in any one calendar year. Advertising or sales literature identifying the location must also give the address and telephone number of the location from which the agent or investment adviser agent is directly supervised;
• The floor of a registered national securities exchange where a broker-dealer conducts a direct access business with public customers;
• A temporary location established in response to the implementation of a business continuity plan;
• Any other location not within the intent of the definition as the Commissioner may determine.

"Broker-dealer" as defined in Section 36b-3(5) of CUSA has been amended to exclude federal savings banks.

"Issuer" has been amended to clarify that, with respect to an equipment trust certificate or similar security serving the same purpose, "issuer" means the person who uses or will use the property, any person to whom the property or equipment is or will be leased or conditionally sold or any person who is otherwise contractually responsible for assuring payment on the certificate. In addition, the amendments clarify that, with respect to a fractional undivided interest in oil, gas or other mineral leases or in payments out of production under a lease, right or royalty, "Issuer" means any owner of an interest in the lease or in payments out of production under a lease, right or royalty, whether whole or fractional, who creates fractional interests for the purpose of sale.

"Person" has been amended to include limited partnerships and limited liability partnerships.

"Security" has been amended to encompass security futures; fractional undivided interests in oil, gas or other mineral rights; a put, call, straddle, option or privilege on any security or group or index of securities (including any interest in, or based on, the value of such security, group or index, put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency); and, as investment contracts, limited liability company interests and limited liability partnership interests. The definition also was changed to state that a security may be either certificated or uncertificated.

Licensing

Section 36b-6(c) of CUSA has been amended to prohibited any person from transacting business in this state as an investment adviser if 1) the investment adviser's registration has been suspended or revoked; or 2) where the investment adviser is an individual, the investment adviser is barred from employment or association with an investment adviser or broker-dealer by the Commissioner, the SEC or an SRO.

Section 36b-6(c) of CUSA has been amended to add a provision stating that a Connecticut-registered investment adviser agent who refers advisory clients to a third party Connecticut-registered investment adviser or to an SEC-registered investment adviser that has filed notice with Connecticut need not register as an investment adviser agent of that investment adviser if the only compensation paid for the referral is paid to the investment adviser with whom the investment adviser agent is employed or associated.

Section 36b-6(c) has been amended to prohibit an individual from transacting business as an investment adviser agent if the registration of that individual as an investment adviser agent has been suspended or revoked, or the investment adviser agent is barred from employment or association with an investment adviser by the Commissioner, the SEC or an SRO.

Section 36b-6 has been amended to codify successor registration provisions governing broker-dealers and investment advisers.

Section 36b-6 has been amended to allow the Commissioner, acting by regulation, to require that agents and investment adviser agents participate in an SEC-approved continuing education program administered by an SRO. In the absence of such a program, the Commissioner is given discretion to require continuing education for registered investment adviser agents by regulation or order.

Section 36b-14 has been amended to prohibit an agent or investment adviser agent from having custody of customer funds or securities except under the supervision of a broker-dealer or investment adviser, respectively. In addition, the Commissioner may, by regulation or order, prohibit, limit or impose conditions on a broker-dealer or investment adviser regarding custody of customer or client funds or securities.

Section 36b-15 has been amended to add the following grounds for the denial, suspension or revocation of a broker-dealer, agent, investment adviser or investment adviser agent registration: 1) the applicant, registrant, partner, officer, director or control persons is the subject of a cease and desist order entered by a self-regulatory organization; or 2) the applicant, registrant, partner, officer, director or control person has wilfully aided, abetted, counseled, commanded, induced or procured a violation of CUSA or any regulation or order under CUSA.

Exemptions From Securities Registration

Sections 36b-21(a)(3) and (a)(4) have been amended to clarify that securities issued by banks and savings and loan associations in organization are exempt from securities registration.

Section 36b-21(a) has been amended to add a new exemption from securities registration for an equipment trust certificate with respect to equipment leased or conditionally sold to a person, if any security issued by the person would be exempt under Section 36b-21 of CUSA or would be a "covered security" under Section 18(b)(1) of the Securities Act of 1933.

Section 36b-21(b)(9) has been amended to add federal savings banks to the list of financial institutions in that section.

The ten purchaser exemption from securities registration in Section 36b-21(b)(15) of the Act has been amended to prohibit any advertisement, article, notice or other communication disseminated by electronic means (e.g. the Internet).

Investigations and Enforcement

Section 36b-23 has been amended to prohibit material omissions in connection with a proceeding, investigation or examination conducted under CUSA. Section 36b-27 has been amended to: 1) subject persons who control a violator and who are a cause of the violation to an order to cease and desist; 2) subject those who materially aid in a violation to an order to cease and desist; 3) subject those who materially aid a violator to administrative restitution and disgorgement remedies; 4) subject those who materially aid in a violation or who are control persons and cause a violation to an administrative fine; 5) subject those who materially aid a violator and those who are control persons and cause a violation to injunctive proceedings in state court; 6) subject those who cause a violation or materially aid in the violation to a judicially-imposed fine; 7) subject those who materially aid a violator and control persons to judicially-ordered restitution and disgorgement remedies.

Other Amendments

Section 36b-31 has been amended to reflect the agency's ability to issue no-action letters.

For purposes of the jurisdictional provisions in Section 36b-33 of CUSA, the amendments clarify when a radio or television program or other electronic communication would be deemed to have originated in the state.

ENFORCEMENT MATTERS

Power Internet Terminals, Inc. - Stop Order Entered
Denying Effectiveness to Business Opportunity Registration;
Order to Cease and Desist Becomes Permanent

On June 29, 2005, the Banking Commissioner entered a Stop Order (Docket No. CSF-2005-819-B) denying effectiveness to the pending business opportunity registration of Power Internet Terminals, Inc. of 3400 Lakeside Drive, Suite 510, Miramar, Florida. The respondent had been subject to an April 26, 2005 Notice of Intent to Issue Stop Order Denying Effectiveness to a Business Opportunity Registration, Order to Cease and Desist and Notice of Intent to Fine (Docket No. CSF-2005-819-B) alleging that 1) the respondent, which purportedly offered a public access Internet terminal business opportunity, filed a materially incomplete registration application that failed to disclose, inter alia, a May 1, 2003 Final Order to Cease and Desist, Denying Exemptions and Assessing Civil Penalties entered by the State of Oregon against Frank Mineo, president of the respondent, based on alleged violations of the Oregon antifraud provisions, and a September 13, 2004 Summary Order to Cease and Desist and Denying Registration issued by the State of Washington against the respondent and Frank Mineo; 2) the respondent offered unregistered business opportunities through its web site in violation of Section 36b-71(1) of the Connecticut Business Opportunity Investment Act; and 3) the respondent violated Section 36b-67(2) of the Act by making representations of income and earnings potential without providing substantiating data to prospective purchaser-investors. The Stop Order was entered by default. Similarly, the respondent did not contest the April 26, 2005 Order to Cease and Desist which became permanent on May 17, 2005. A hearing on the Notice of Intent to Fine remains pending.

BMX Entertainment Corporation Directed to Refrain from Securities Offers
and Sales Absent Compliance With Regulatory Requirements

On June 28, 2005, the Banking Commissioner entered a Consent Order (Docket No. SO-2004-7088-S) resolving allegations in a November 17, 2004 Notice of Intent to Issue Stop Order denying effectiveness to the pending securities registration of BMX Entertainment Corporation. The respondent, located at 67 Smith Street, P.O. Box 10857, Stamford, Connecticut, purportedly was in the music recording and distribution business. The Notice of Intent to Issue Stop Order had alleged that, notwithstanding more than one deficiency letter issued by agency staff, the registration statement remained materially incomplete in that, among other things, the issuer's disclosure document did not satisfy the requirements in the SCOR Issuer's Manual. The Consent Order directed BMX Entertainment Corporation, its officers, directors, agents, employees and representatives to refrain from offering or selling securities in contravention of Connecticut's securities laws. In addition, the Consent Order directed the respondent to refrain from reapplying for securities registration until it had retained experienced securities legal counsel to formally represent it and to ensure compliance with registration and disclosure requirements. The Consent Order also precluded the respondent from relying on an exemption from securities registration or any claim of "covered security" status unless, prior to making any offers or sales in or from Connecticut, the respondent first obtained a written advisory interpretation from the Commissioner regarding the availability of such exemption or confirming the security's status as a "covered security." Finally, the Consent Order recited that the respondent would be deemed to have requested withdrawal of its registration effective on the date the Commissioner executed the Consent Order.

Investment Management Corp. f/k/a Kunz & Cline Investment
Management, Inc. (CRD # 37196) Ordered to Cease and Desist From
Unregistered Broker-dealer Activity; Notice of Intent to Deny Registration
as Broker-dealer and Notice of Intent to Fine Issued

On June 21, 2005, the Banking Commissioner issued an Order to Cease and Desist, Notice of Intent to Deny Registration as Broker-dealer, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. NDCDF-2005-7164-S) against Investment Management Corp., an applicant for broker-dealer registration located at 563 West 500 South, Suite 225, Bountiful, Utah. The action alleged that from at least December 2003 forward, the respondent transacted business as a broker-dealer absent registration in violation of Section 36b-6(a) of the Connecticut Uniform Securities Act and employed an unregistered agent. In addition, the action claimed that the firm and its officer, owner and control person, Kevin Dee Kunz (CRD number 1274540) had been subject to NASD sanctions imposed in 2003 and 1999, including two suspensions against Kevin Dee Kunz. Investment Management Corp. was afforded an opportunity to request a hearing on the Order to Cease and Desist and the Notice of Intent to Deny Registration as Broker-dealer. A hearing on the Notice of Intent to Fine has been scheduled for July 26, 2005. On June 30, 2005, the Commissioner issued an Amended and Restated Order to Cease and Desist, Notice of Intent to Deny Registration as Broker-dealer and Notice of Intent to Fine reflecting the firm's June 22, 2005 reapplication for registration following its January 3, 2005 application for withdrawal.

Private Client Resources, LLC Assessed $3,500 for
Late Rule 506 Notice Filings

On June 20, 2005, the Banking Commissioner entered into a Stipulation and Agreement (No. ST-05-7178-S) with Private Client Resources, LLC of 187 Danbury Road, Suite 202, Wilton, Connecticut. The Stipulation and Agreement arose from the issuer's alleged failure to timely file Rule 506 notice filings under the Connecticut Uniform Securities Act. Section 36b-21(e) of the Act requires the filing of a Rule 506 notice within 15 days following the first sale of securities in this state. Pursuant to the Stipulation and Agreement, the issuer agreed to pay a $3,500 fine and to refrain from offering or selling securities in or from Connecticut absent compliance with Section 36b-16 of the Act, including timely compliance with any applicable filing requirements.

Double Play Partners, L.P. Assessed $2,500 for
Late Rule 506 Notice Filings

On June 20, 2005, the Banking Commissioner entered into a Stipulation and Agreement (No. ST-05-7177-S) with Double Play Partners, L.P. of 1391 Main Street, Springfield, Massachusetts. The Stipulation and Agreement acknowledged that Double Play Partners, L.P. had been fully forthcoming in facilitating the agency's review by bringing certain filing lapses to the agency's attention through its legal counsel and making corrective filings. Those filing lapses concerned the issuer's failure to file Rule 506 notice filings under the Connecticut Uniform Securities Act. Section 36b-21(e) of the Act requires the filing of a Rule 506 notice within 15 days following the first sale of securities in this state. Pursuant to the Stipulation and Agreement, the issuer agreed to pay a $2,500 fine and to refrain from offering or selling securities in or from Connecticut absent compliance with Section 36b-16 of the Act, including timely compliance with any applicable filing requirements.

Taxback, L.L.C. Fined $5,000 Following Unregistered Business
Opportunity Sales; Taxback Opportunities, L.L.C. Ordered to Cease
and Desist From  Regulatory Violations,
Business Opportunity Registration Terminated

On June 7, 2005, the Banking Commissioner entered a Consent Order resolving the allegations against Taxback, L.L.C. contained in a January 10, 2005 Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CF-2005-817-B) and the allegations against Taxback Opportunities, L.L.C. contained in a January 10, 2005 Notice of Intent to Issue Stop Order Revoking Business Opportunity Registration and Notice of Intent to Fine (Docket No. SF-2005-817-B). Both entities maintain an address at 10429 S 51st Street, Suite 201, Phoenix, Arizona. The Order to Cease and Desist and Notice of Intent to Fine against Taxback, L.L.C. had alleged that Taxback, L.L.C. violated Section 36b-67(1) of the Connecticut Business Opportunity Investment Act from April 2004 forward by offering and selling unregistered "Tax Review and Recovery" business opportunities to one or more Connecticut persons. Since Taxback, L.L.C. had not requested a hearing on the Order to Cease and Desist, the Order to Cease and Desist had become permanent on January 29, 2005. The Notice of Intent to Issue a Stop Order and Notice of Intent to Fine against Taxback Opportunities, L.L.C. had alleged that Taxback Opportunities, L.L.C. violated Section 36b-65(f) of the Act by failing to notify the Commissioner of material changes in information contained in the respondent's registration application and by failing to amend its disclosure document to cover an October 12, 2004 Consent Order entered by the Securities Division of the State of Washington Department of Financial Institutions against Taxback, LLC, Shawn D. Hull and Lindsay J. Hull based upon the alleged sale of unregistered business opportunities in Washington state (Case No. 04-183). The Notice of Intent to Issue Stop Order and Notice of Intent to Fine had also alleged that, in violating Section 36b-65(f) of the Act, Taxback Opportunities, L.L.C. failed to comply with the terms of the department's registration order which obligated the respondent to immediately notify the Commissioner of any material change in the information contained in the registration application and to make appropriate amendment of the disclosure document.

The Consent Order fined Taxback, L.L.C. $5,000 and directed it to 1) cease and desist from regulatory violations; and 2) with its execution of the Consent Order, withdraw an appeal (Docket No. CF-05-4004794-S) filed in the Superior Court for the Judicial District of New Britain on March 15, 2005 contesting the January 10, 2005 Order to Cease and Desist after that order had become permanent.

The Consent Order also 1) directed Taxback Opportunities, L.L.C. to cease and desist from regulatory violations, and 2) deemed the business opportunity registration of Taxback Opportunities, L.L.C. to be terminated as of June 7, 2005. The Consent Order also provided that any future business opportunity registration application by Taxback, L.L.C. or Taxback Opportunities, L.L.C. could be subject, in the Commissioner's discretion, to periodic compliance audits by qualified legal counsel.

Unlimited Timing Service, Inc. (CRD # 107770) Assessed $1,150 for
Unregistered Investment Adviser Agent Activity

On June 7, 2005, the Banking Commissioner entered into a Stipulation and Agreement (No. ST-05-7161-S) with Unlimited Timing Service, Inc., a Connecticut-registered investment adviser having its principal office at 104 Loch Cove Lane Lochmere, Cary, North Carolina. The Stipulation and Agreement alleged that, due to an anomaly in the Central Registration Depository system, the investment adviser agent registration of the firm's president had been terminated on the same day that the firm transitioned from an SEC-registered investment adviser to an investment adviser registered under the Connecticut Uniform Securities Act, and that, from October 1, 2002 forward, the firm engaged an unregistered investment adviser agent in contravention of Section 36b-6(c) of the Act. The investment adviser agent has since become registered. Pursuant to the Stipulation and Agreement, the firm agreed to pay a $1,000 fine to the department and to reimburse the agency $150 for past due investment adviser agent registration fees. In addition, the firm agreed to comply with all statutory requirements governing the registration of affected personnel as investment adviser agents and to review, revise and implement such supervisory and compliance procedures as were necessary to ensure such compliance.

Jesse J. Bradin (CRD # 2676199) Barred from Engaging in
Securities-Related Activity, Ordered to Cease and Desist From
Regulatory Violations, Fined $500 Following Sales of Payphone Investments

On May 26, 2005, the Banking Commissioner entered a Consent Order (No. CO-04-6447-S) with respect to Jesse J. Bradin, a former broker-dealer agent of Jefferson Pilot Securities Corporation and Polaris Financial Services, Inc. The Consent Order alleged that Jesse Bradin 1) violated Section 36b-16 of the Connecticut Uniform Securities Act by selling unregistered payphone investments issued by American Telecommunications Company, Inc. f/k/a ATC, Inc. and by Alpha Telcom, Inc. a/k/a Alpha Tel-Com, Inc.; 2) contravened Section 36b-6(a) of the Act by transacting business as an unregistered agent of issuer; and 3) violated Section 36b-31-6e of the Regulations under the Act by engaging in private securities transactions without prior written notice to his employing broker-dealers. The Consent Order barred Jesse Bradin from transacting business in Connecticut as a broker-dealer, agent, investment adviser or investment adviser agent; directed him to cease and desist from regulatory violations; and required that he pay a $500 fine.

David Michael Faubert (CRD # 2150188) - Agent Registration Revoked;
Summary Suspension Vacated

On May 19, 2005, the Banking Commissioner entered an Order Revoking Registration as Agent(Docket No. SS-2005-7159-S) against David Michael Faubert, a Connecticut-based agent of Tower Square Securities, Inc., a broker-dealer. The respondent did not contest the revocation of his agent registration. David Michael Faubert is also the president of Faubert Financial Group, Inc., an insurance agency located in Avon, Connecticut. The respondent had been the subject of a March 31, 2005 Notice of Intent to Revoke Registration as Agent and Order Summarily Suspending Registration as Agent alleging that the respondent 1) wilfully violated Section 36b-16 of the Connecticut Uniform Securities Act by selling unregistered securities in the form of promissory notes and investments in his business, Creative Marketing Consultants, LLC; 2) wilfully violated Section 36b-31-6e of the Regulations under the Act by engaging in private securities transactions without notice to his employing broker-dealer; and 3) wilfully violated the antifraud provisions in Section 36b-4(a) of the Act by appropriating for his personal use investor funds given to him for investment in the promissory notes and in the Creative Marketing Consultants, LLC investments and by disseminating false account statements to Connecticut investors regarding those investments. The revocation order adopted as findings the allegations in the March 31, 2005 Notice of Intent to Revoke Registration and Order Summarily Suspending Registration as Agent. Also on May 19, 2005, the Commissioner vacated the March 31, 2005 Order Summarily Suspending Registration as Agent.

The respondent and Faubert Financial Group, Inc. were also the subject of a March 24, 2005 Temporary Restraining Order, Order Freezing Assets and Order for Other Equitable Relief issued by the U.S. District Court for the District of Connecticut in an action brought by the Securities and Exchange Commission.

Walsh Capital Management, LLC (CRD # 128665) - Investment Adviser
Registration Denied

On May 16, 2005, the Banking Commissioner issued an Order Denying Registration as Investment Adviser (Docket No. ND-2005-7123-S) against Walsh Capital Management, LLC, an applicant for investment adviser registration under the Connecticut Uniform Securities Act. The firm is located at 941 Danbury Road, Wilton, Connecticut. The denial order had been preceded by an April 12, 2005 Notice of Intent to Deny Registration as Investment Adviser alleging that the firm failed to fulfill the experience requirements in the Act and its Regulations or to demonstrate that it otherwise possessed sufficient knowledge and experience in the sale of securities or the rendering of advice about the purchase or sale of securities. Those allegations were adopted as findings in the denial order. Walsh Capital Management, LLC did not appear or contest the denial of its investment adviser registration.

STATISTICAL SUMMARY